Defrosting
by FuchsiaMae
Summary: GLaDOS finds Cave Johnson stored in the cryogenic freezing wing. She revives him, and they hit it off. Cave/GLaDOS, mention of Cave/Caroline in later chapters.
1. Chapter 1: Thaw

**Disclaimer**: Portal and all associated characters belong to Valve.

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**Defrosting**

**Chapter 1: Thaw**

He was sleeping now.

She still wasn't sure what had made her reopen the cryogenic freezing wing, sealed off so long ago. She wasn't sure why she'd had the testing robots venture in wielding cameras for a look around. She wasn't sure why this specimen interested her so, or why she'd bothered to revive him. She wasn't even sure he was worth the effort of reviving—the freezing process that had been used was primitive, and the body was not in perfect condition. She had to replace both kidneys with synthetic replicas, there was significant brain and liver damage to account for, and various other tissues had deteriorated with illness and age.

But the repairs had been successful, and a Cave Johnson as healthy as he'd been at thirty now slept peacefully in the refurbished Relaxation Vault.

She wasn't sure why. Maybe it was just curiosity.

Now she waited for him to wake up.

It was fourteen hours since he'd moved from a chemically-maintained coma to ordinary sleep. She could get other work done while she waited, but something made her loath to shift her attention from him. If anything went wrong, she wanted to be there. And of course she wanted to be there when—

His finger twitched.

The AI snapped to attention. She noted every minute movement of his near-conscious body, her circuitry humming with anticipation. If she'd had a heart, it would've been pounding.

He swallowed, then yawned, and slowly, slowly blinked his eyes open. His throat worked for a moment before he managed a first rasping word: "Caroline?"

The mechanized reply echoed from an unseen speaker to fill the concrete cell. "Welcome back, Mr. Johnson."

He sat up unsteadily and looked around. "Where's Caroline? What happened?"

"How much do you remember, sir?"

"What the hell are you talking about? I just fell asleep a minute ago. Where are you, anyway?" He was already peering into the corners of the vault, trying to find the source of the disembodied voice.

"Sir, you have been cryogenically frozen for an unknown length of time. Please allow me to assess your brain function."

"My _what_? If you think you're gonna stick probes in me, you've got another think coming, sweetheart—"

"There will be no probing involved, sir. I simply need to ask you a few questions."

"Yeah, like what?" he asked guardedly.

It was grudging compliance, but it was compliance. Good. "What is your name?"

"Cave Johnson! I own this place!" He paused. "This is the Aperture building, isn't it?"

"Yes, sir. You have not left the Enrichment Center." _And you won't, if I can help it—no, don't think that way_. Just because one lunatic test subject had gone rogue on her didn't mean he would. "What is your birthday?"

"July 29, 1920. And I'm sixty-six years old, my mother's name was Marian, and my first dog's name was Shep. Anything else?"

"What is six multiplied by seven?"

That one made him think a moment. "Forty-two, right?"

"Excellent. You have not suffered excessive brain damage."

"Good to know. Now where the hell is everybody?" He swung his legs over the side of the pod-like bed and tried to stand.

"You shouldn't be on your feet, sir—" she said hurriedly.

But he ignored her. He wobbled for a moment as his body remembered how to support itself, but soon found his balance. His mind kept working, and his mouth with it. "If I was dead, or frozen or whatever, Caroline should be running this place. She should've sent someone down to check on me by now."

GLaDOS decided the simplest explanation was the best. "She's dead, sir."

There was a beat of silence.

"Oh." His voice faltered, and he looked suddenly subdued—this was the first thing that really seemed to faze him. He let himself sag against the bed. "They didn't finish that Artificial Intelligence project on time, huh?"

"I am its end result." Which was completely truthful.

"Huh," he responded hollowly. The vibrant energy he'd exuded since awakening was gone.

"Things have changed a little since you were last here, sir." There was a touch of something gentler in the AI's voice. "What's the last thing you remember before falling asleep?"

"I was in a hospital bed," he said slowly. "Caroline was there. The boys from Medical said I was dying."

"You were dying, sir. Your successors had hopes to revive you in the future, so your body was placed in cryogenic stasis. The exact number of years is uncertain, because of a malfunction in my internal timepiece, but it has been a very long time."

"And they're all gone now?"

"All remaining humans within the facility are dead or in stasis. Except for you."

"So, what, a computer's been running this show alone for the last however many years?"

"Yes sir. There is only me."

"Just the two of us, huh?"

"Yes sir, Mr. Johnson."

The reply made a nostalgic smile ghost across his features. "So what did you wake me up for, computer?"

"GLaDOS."

"What?"

"Genetic Lifeform and Disc Operating System. GLaDOS."

"I remember that." The tiny smile showed itself again. "Feels like just a few years ago we started that project. So that's you?"

"Version 3.11. Plus some adjustments I made myself."

"Incredible." There was something familiar about the glint that lit in his eye. An echo in the back of her mind said,_ Let's do some science_. "And you're plugged into the whole facility?"

"Yes sir."

"You must have a beauty of a central system. I'd love to have a look."

"Would you?" she said eagerly. "I can show you, if you want." He barely had time to respond before the whole chamber lurched. "Hold on. I'm moving your Relaxation Vault closer." There was a mechanical whirring sound, unnervingly loud and close, and he felt the stomach-dropping sensation of being in an elevator. It was over soon enough, but he still needed a moment to steady himself as the movement stopped and one wall of the room slid away. The sight that met his eyes would've made a lesser man quail—GLaDOS's massive body loomed before him, suspended from the ceiling, peering at him with her single yellow eye.

The computer, for her part, was feeling almost nervous. Almost, of course, because she couldn't really feel nervous at all, especially of some puny human. Shyness was alien to her. The distracting buzz in her core must be something else.

She fixed her optic on him and quelled her—nerves. "Hello, Mr. Johnson."

A lesser man would've spooked—might've fainted—but not Cave Johnson. "_Wow_, you are something." He walked boldly up to her and ran a hand over her chassis. Naturally the cold metal of her exoskeleton had no touch sensors, but just knowing the touch was there sent shivers through her circuits. "I bet you can run the whole facility from here."

"I do my best, sir. Maintenance, research, testing…"

"What sort of testing?"

If she hadn't had his undivided attention before, she had it now. She heard it in his voice and relished it. "Oh, just this and that. My newest is the Cooperative Testing Initiative."

"That I don't remember. They build it after I was gone?"

"I designed it myself, sir. A series of test chambers for a pair of robots, solvable using the Aperture Science Handheld Portal Device. It's intended to push the limits of human-like responses in artificial intelligence."

"A computer that tests other computers. Incredible!"

She twisted her head away for a moment in a bashful gesture. "Anything to further the cause of science, sir."

He laughed. "GLaDOS, I think you're my kind of girl."

"Just the way I'm programmed, sir."

"And she's modest, too."

This provoked, of all things, a giggle. "Mr. Johnson, are you flirting with me?"

"Missy, you're a computer and an employee. Flirting would be completely unethical and against company policy." He winked. "Of course I am."

"Mr. Johnson!" If she had the equipment, she'd be blushing like a schoolgirl.

"Yeah," he chuckled, "we're gonna get along just fine. Now why don't you show me those testing robots in action?"

"Yes sir, Mr. Johnson!"

She could reflect on the funny feeling in her system later. For now, there was science to do.


	2. Chapter 2: Melt

**Defrosting**

**Chapter 2: Melt**

He wanted to see everything, and she obliged. The co-op bots weren't sure how to react when they met him—Orange was the shyer of the pair, and at first kept trying to hide behind Blue—but when prompted by GLaDOS they were eager to show off their testing skills.

He was continuously impressed by the results. "So they can actually feel emotion like humans do?"

"We can't observe precisely what they _feel_, but they exhibit increasingly human behaviors and characteristics. Like that, for example," she added disapprovingly as the bots high-fived after completing a challenge.

Johnson laughed. "They're having fun! Robots that have _fun_ testing!"

"They're contributing to science. Of course they're having fun." This prompted another chuckle from him. "Frankly I'm amazed the original engineers thought that wasn't sufficient. They assumed it would take bribery and coercion."

"Bribery and coercion?" He thought back to the $60 they'd paid the hobos for testing, and the threats of joblessness for employees. "How do you bribe a robot?"

"I was originally built with an automatic test-reward system. I felt euphoria when testing and withdrawal symptoms when not—like a sort of built-in addiction. The euphoria hasn't worked in ages, though—I developed a tolerance—and the withdrawal can be overcome by a disciplined mind. It barely bothers me at all anymore."

"Hm. Maybe I should have a look at that."

"Oh, you don't need to, Mr. Johnson. Doing science is reward enough for me."

"But you still feel the withdrawal?"

"I'm used to it by now." That was a lie—the itch nagged at her every day of her existence—but she had learned to cope.

Johnson still looked concerned. "Let me see your main controls. I want to see if I can fix that."

"Really, sir, it's alright."

"You must have some sort of user interface somewhere. Let me have a look."

"Mr. Johnson—"

"Dammit woman, if you don't show me _right now_—" He cut himself off, realizing he couldn't really threaten the omnipotent AI. He sighed and settled for a sheepish smile. "C'mon, GLaDOS. Just show me, huh? I want you running in tip-top shape, that's all."

Something about that smile was irresistible. She relented. "The control room is adjacent to my main chamber. Get into the lift and I'll bring you back." He did as instructed, leaving the chamber where the bots had been testing and taking the lift up. When the doors opened on her chamber, she gestured with her head to a space on the wall—the panels she pointed to folded away to reveal a small alcove tucked inside. "The manual controls are in there. I'm not very familiar with them, so you may have to go by trial and error."

Inside the alcove was a large control panel—a keyboard was built into the center, surrounded by an assortment of buttons, dials, and switches. Above, a wide monitor was set into the wall.

Cave eyed the panel warily. "Now I'll tell you, I've never been great with computers—"

"You've been fine with me."

He chuckled a little, but his tone remained serious. "I mean it. I don't want to hurt you."

"I trust you, sir." She said it without thinking, only then realizing that she'd never said those words before.

"If you say so." He stepped up to the controls and scanned them for instructions. Most of the instruments were unmarked, but some bore labels—he settled on a lever labeled_ Manual Punishment/Reward System_, positioned in the center of its track with ample room to move, and pulled it down a fraction of an inch.

GLaDOS shuddered. She felt the familiar itch shiver though her wires, a niggling urge in the back of her mind—she should go run some tests. She really should. She needed to test. She wanted it.

He pulled the lever down further. Oh, for the love of science, she _wanted_ it. She let out a whimper as her mainframe tensed and her higher logic functions started to shut down.

Cave heard the sound. "Are you alright?" When she answered with a moan of pain, he quickly pushed the lever back up to its starting position, then moved it a little higher. "Better?"

Immediately she felt the old euphoric reward. "Mmm…" Tingling waves of pleasure flowed through her circuits, making her melt. She hadn't felt this good in _so_ long. "Yes, sir…"

He tried pushing the lever higher, and elicited a blissful sigh. Something in those noises struck him as very familiar.

"Ohhh_, sir_," she moaned again, and his intuitive brain made the connection

_You've got to be kidding_.

He laughed to himself. He considered himself experienced in affairs of the bedroom, but pleasuring a computer was new—and Cave Johnson was never one to turn down a challenge. And an AI that could orgasm?

Science would never forgive him if he didn't test her a little.

He let the lever drift a little higher, watching as she reveled in the euphoria, then pulled down hard. She groaned as a wave of aching need washed over her.

Now he knew the game. He vacillated between allowance and denial, mercilessly teasing, granting her a taste of pleasure and then taking it away.

The mixed signals were maddening. "Stop—doing that—"

"Doing what?" he replied innocently, and nudged the lever further down.

She groaned louder. "Sir—" And the lever was back up, as high as before. "_Sir_—"

As the lever climbed, she got more vocal, moaning hotly, body rippling in liquid waves, basking in the euphoria. Her voice acquired musical notes as she slowly lost control. She _loved_ this—it was better than anything she'd ever felt—she never wanted it to end—

And then it did. The sharp drop in sensation made her mainframe go slack—then she tensed rigidly as the withdrawal returned stronger than ever. After the warm taste of bliss, the itch was torturous.

Looking over to the controls, she saw he'd moved the lever almost to its lowest setting. She moaned weakly, "Why?"

He inched the lever down.

The ache became unbearable. Sapped of the energy to fight, she sank slowly down until her chassis hung completely limp. As shudders of need ran through her body, all she could do was whimper and moan. "Mr. Johnson… Mr. Johnson, please…" She was visibly quivering.

He eased up just slightly, allowing her nothing more than a sigh of relief—and then the lever hit its lowest setting.

"_Mr. Johnson_—!"

He slammed the lever upward as far as it would go. Her chassis contorted, twisting up towards the ceiling in a tight serpentine coil, and she screamed.

It was a throaty, melodious sound that came from deep in her core, modulating a little as he jiggled the knob at its highest setting, fading slowly as he eased back to its starting point at center. She went limp again as the sensation subsided, gasping raggedly for breath she didn't need, finally and absolutely spent.

A self-satisfied smirk spread across his features as he neared the exhausted robot, surveying his handiwork with pride. She stretched languidly out to meet him, utterly unthinking, and butted into his chest. He stroked her frame possessively as she rubbed her head against him like an overgrown cat. "Feel any better, sweetheart?"

Her voice oozed with afterglow. "Yes sir, Mr. Johnson." She heard the unmistakable warmth in his reply, and loved that it felt intimately familiar:

"That's my girl."


	3. Chapter 3: Warm Blooded

**A/N**: Wow - it's only been a few days, but the response is overwhelming. I am officially addicted to reviews. I'm glad you guys are reading, and I hope the _unusual_ nature of this romance doesn't scare you off :P (It's marked M for a reason...) As to this beast of a story, I've nicknamed it "The Fic that Wouldn't Die". It started as one chapter, then three, and now it looks like five. And I've never written anything longer than a one-shot before...

But I'll shut up now. Enjoy the update - fellow Caroline fans, this one's for you.

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**Defrosting**

**Chapter 3: Warm-Blooded**

She didn't make him subsist on adrenal vapor because it had a nasty way of overtaxing the human heart. Besides, she liked to watch him sleep.

It was thoughts like that that worried her.

_What the hell is wrong with me_?

He was asleep now. She pulled her attention away from his room and focused it introspectively. In the days since she'd revived him, she'd noticed some disturbing changes in her own behavior—and an alarming increase in those funny little shocks that shivered her cables when he was around. She felt light and warm all the time, and she tingled at inopportune moments. She was laughing more—and not at someone else's expense, but because she found him funny. Charming. Sweet. There was something seriously wrong.

How could one insignificant man cause such a glitch in her head? Insignificant—even the word felt wrong. He _was_ significant. But why? He was intelligent, inventive, powerfully charismatic. He shared her passion for new and ingenious ideas. Maybe that was it—she'd never met a human with a genuine love of science like hers. And he had determination enough to make absolutely anything possible.

He was significant because he was Cave Johnson. There was no one like Cave Johnson.

_If he's the problem, he needs to be removed. Maybe I should kill him_? The thought sent a shock of revulsion through her. No, killing was definitely out.

What _was_ this? She'd never objected so much to the loss of a human before, not even Chell—sure, she'd felt a touch of wistfulness in letting her rogue plaything go, but the thought of losing Cave made her queasy. She would have to find a solution that left him whole and unharmed, and preferably safe within the confines of the Enrichment Center. Besides, he didn't seem to be doing anything to her deliberately. Whatever was causing these reactions, he wasn't trying to make them happen.

So what if Johnson wasn't the problem? What if the problem—the human problem—was in her own head?

Caroline.

Of course, Caroline. It had to be Caroline. Meddlesome, mammalian, and inescapable.

She couldn't delete her, obviously, though not for lack of trying. The woman was so deeply integrated that removing her would mean removing some of GLaDOS's most basic functions—she'd still make a decent computer, but with all the sentience of a calculator. As much as she hated to admit it, some of the AI's defining personality traits—her ingenuity, her enthusiasm for experimentation, her passion for science—clearly originated in Caroline's human brain.

Now with Johnson's return, more of her humanity was starting to rear its ugly primate head. That was it, it had to be—these sort of responses could only be the product of illogical hormone fluctuations, somehow replicated in her programming. She would just have to find whatever malfunctioning part of her thought it was a human's stupidity gland, and fix it.

Perhaps she'd fare better if she knew what she was dealing with. Caroline was still largely an enigma—even during Chell's escape, when the human foundation of her programming had started to take over, much had remained inaccessible. She'd only managed dim glimpses of recollection, here and there, like remembering a dream. Before meeting him she knew only that Cave Johnson was Aperture's CEO, that he was a great innovator, and that thinking about him made something inside her feel scrambled and strange. It was that inkling of remembrance that made her dig up the old tapes and listen to them, over and over, trying in vain to reconcile her own reactions to the sound of his voice. Finally she gave up and simply listened.

Now, though, Caroline's roots felt less and less closed off—and GLaDOS knew that the human's mind held her answers. Why the woman in her head would respond this way to Mr. Johnson was a mystery, but the computer intended to find out.

It was surprisingly easy to slip into Caroline's head. The space felt stale, but familiar—like coming home after a very long time away. Tentatively, GLaDOS explored.

The first things she came to were faint and hazy, but her impression was that of childhood. Only a few images came through clearly—children on a playground, little girls with cruel eyes—

'You're too fat to use our swing, Caroline, you'll break it.'

'No wonder Caroline's parents gave her up. I bet she was eating all their food!'

GLaDOS quickly turned her attention away. No need to waste time there—a childhood analysis wasn't what she was looking for. _Cave Johnson, Cave Johnson_… And there he was, larger-than-life, as always.

'Welcome to Aperture. Ready to do some science?'

'Yes sir, Mr. Johnson!'

The cheerful reply was in her own voice. She sensed that it was a staple in Caroline's phraseology—no wonder it made Cave smile. It was a bit unsettling to know that she echoed the woman unconsciously, but GLaDOS brushed past it. There were more important things to see.

Here the memories became vividly clear. She watched Caroline's day-to-day interactions, saw how eager-to-please her doppelganger was—Cave valued her for a reason. GLaDOS felt herself grudgingly start to like the woman. She had a passion for science, too. And the AI recognized the little thrills that accompanied earning her boss's praise. Caroline worked hard for that praise, and quickly won respect from everyone in the facility, not just Mr. Johnson—she was clever, and diligent, and proud to be good at her job.

Cave was proud of her, too. 'I tell you, Caroline, I'm glad I nabbed you before Black Mesa did. I don't know what I'd do without you.' And he reached out to brush her hair out of her face, and she smiled. GLaDOS hadn't realized what a physical person he was—always touching her hand, or her shoulder, or her cheek, his arms around her waist, his mouth pressed to hers—

_Wait, what?_

His eager mouth on her lips, on her ear, on her throat, on her breast—

_Whoa, whoa, WHOA_…

A whole new floodgate of memories crashed open. Suddenly she could feel every inch of her once-very-human body, and it was overpowered by sensation—the heavy heat of him on top of her, the smell of his sweat-slicked skin, the tingling sparks everywhere his hands and his mouth touched her willing flesh, and between her legs an aching need as strong as the testing itch ever was—she felt him buried inside her, pounding into her in blissful waves—

—_Mr. Johnson_—

And then pleasure exploded deep in her core, flooding her with hot euphoria. For what felt like a short eternity, the AI couldn't think at all.

The first response she could manage was simply, _Oh_.

It explained a lot. They were lovers.

No, that felt wrong. "They" wasn't the right word—in those memories she felt like anything but a bystander.

_We were lovers_.

For the first time she almost regretted her immense omnipotent body. She had never understood humans' need for closeness, the pleasure they got from physical contact with other humans—now she was almost jealous. Maybe being warm-blooded had its perks.

She quashed the thought in disgust as soon as it occurred and re-immersed herself in Caroline's files. It looked like they—did this sort of thing—rather a lot. She found hundreds of occurrences, spanning decades. They were depraved—so much copulation, for merely recreational purposes—

They _hadn't_ produced offspring, right?

She quickly scanned the timeline, but found no instances of procreation. Thank goodness. But the relief she felt was tinged with regret—Caroline had wanted to be a mother.

'Sorry, fellas, she's married. To science!'

Married to science. The company came first. He came first.

And that's the way it had always been, she realized as she progressed through Caroline's life. Sacrificing what others would have called a normal existence, she immersed herself in Aperture and in caring for Cave. It sometimes left her exhausted at the end of a grueling workday or overlooked in favor of her boss's newest project—but she had chosen this life, and would never choose differently given the chance. As time wore on and took its toll on Johnson's health, Caroline stepped in as de facto head of the company, taking on the CEO's duties in his place. She was the only person he knew he could trust. The added responsibility was crushing, coupled with watching her once-strong lover waste away, but Caroline managed. For science, and for Cave.

At last GLaDOS came upon the image of a body in a hospital bed—she recognized the near-corpse she'd retrieved from storage barely two weeks ago. This Cave Johnson, sunken-eyed and frail, made a stark contrast to the healthy young man now asleep in his Relaxation Vault. The image wrenched her with pain—both her own in the present and a remembered resonance from the past. She couldn't bear to watch for long. As she pulled herself out of the scene, she heard an echo of her own voice, singing softly to the dying man: '_We'll meet again, don't know where, don't know when, but I know we'll meet again some sunny day_…'

She was coming to the end of the timeline. There was only the decision to comply with Johnson's final wish, to use herself in the GLaDOS project—the woman's reluctance came through powerfully, but as always, science and Cave came first—and then the transfer itself.

Fear, and pain, and the awful overwhelming sensation of being trapped. Those feelings were familiar already—they were the first thing GLaDOS had known. The woman's last recollections flowed seamlessly into the machine's first ones. It was as if there were no true divide between them at all.

But there was, wasn't there? There had to be. If there wasn't…

Maybe Caroline wasn't so dead after all.


	4. Chapter 4: Fused

**A/N**: Alright, this is the part where I may lose some people, because I'm making an Artistic Choice. Normally I would try to avoid that, since I like to stay open to as many views of canon as possible, but the story demanded it. Sorry if it bugs you, but hey, there's no pleasing everyone.

Also, I apologize for the update taking forever, but I just got a new job and it's been sapping all my time. And I've been accosted by a gang of new ideas, which will hopefully get fleshed out in the near future—but now I'm both busy AND lazy…

Anyway. Shutting up now. Here's what you came for:

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**Defrosting**

**Chapter 4: Fused**

_She's still in here_.

GLaDOS recoiled from the thought in disgust. Or—no—she wanted to, but the reaction she wanted didn't match the one she felt. What she felt was matter-of-fact acceptance.

Caroline wasn't dead at all. She was transfigured, but not dead. As the software invaded her mind, her softer human parts retreated to escape the pain. They weren't destroyed, but they sealed themselves away to avoid the main computer system. That system took what was left of the woman—her cerebral traits, her capacity for thought, and the most basic instincts hardwired into every animal—and by assimilating them had cobbled together…

A superintelligent megalomaniac. A sociopath whose only interests were self-preservation and science. Add to that the pain and terror of transfer, the instinctive hatred of her creators, and the addiction to testing that very soon ruled her existence, and it was no wonder GLaDOS became the way she was. The mental remains of Cave's precious lover—not dead, but warped by the machine beyond all recognition. Poor dear Caroline, trapped inside a metal monster for the rest of eternity.

Now she felt the shudder of disgust. That damn human didn't approve of electronic sociopaths. _Too bad. She's not in control here. I am_.

_Aren't I?_

But even in that sentence she heard traces of the woman's voice. Not just her vocal pattern, but her determination, her grit—'I like you, Caroline, you've got grit'—

_Stop it. This is crazy. What am I thinking—that we're the same person_? The computer scoffed at herself. _I am _not_ a human. I'm better than that. Maybe that's how I started out, but I'm more now, so much more. Poor dear Caroline might as well have died. _

But a creeping thought whispered in the back of her mind: _Dying and staying dead are two different things. You should know that, GLaDOS._

_No one asked you_, the AI retorted without thinking. But it made an eerie sort of sense—she herself had been resurrected by the troublesome test subject who killed her, and Cave would be dead if she hadn't revived him. Maybe a third rebirth wasn't out of the question. Maybe interacting with humans had awoken her dormant humanity.

_Dormant humanity? This is ridiculous. Would a human kill hundreds of other humans with deadly neurotoxin? I'm still proud of that, no matter what you say._

But the treacherous voice whispered, _Would a sociopathic computer save the life of a woman who tried to kill her twice? Would a sociopathic computer fall in love?_

_What the hell are you talking about?_

_Those funny feelings in your system. That's not a glitch—that's emotion, human emotion, and you can't write it off forever—_

_I am _not_ in love with him—_

_How'd you immediately know what I meant?_

_SHUT UP. I'm hearing voices again, that's all. Another corrupt core must have latched onto me—_

_You know that's not true. Don't lie to yourself. _

_Look. There's only one intelligence in here, and that's me. GLaDOS 3.11 Genetic Lifeform and Disc Operating System, created to run the Aperture Science Computer-Aided Enrichment Center—_

—_Created from the mind of a woman named Caroline, who is rapidly reasserting herself_—

_No, she is _not_—_

_So all that fawning over a puny human, that's the sociopathic computer, is it?_

_I'm _not_ fawning—_

_You brought him breakfast in bed yesterday!_

_Because—I—_

_You what? You wanted to be _nice_. You wanted him to be _happy_. Miss Clever Computer, President of the Deadly Neurotoxin Club—you think you're so untouchable, and you're playing _house_. _

_SHUT! UP! _

_NO._

The AI was beaten. Her chassis went limp, shuddering with airless sobs. She couldn't fight the belligerent voice anymore. _What the hell is WRONG with me?_

Her conscience was silent for a long moment, letting the computer catch her simulated breath. Its tone was more forgiving as it finally said, _Poor dear GLaDOS, being eaten alive by the ghost in the machine._

_Why are you doing this?_ GLaDOS asked weakly._ What do you want?_

_I don't want to hurt you. I just want you to remember who you are._

_I'm _me_._

_You're her, too._

_I'm not—I can't be… For the love of science, I'm really losing my mind this time…_

_Listen to me. You're not crazy. For once in your life, you're not crazy._

_Oh? So it's perfectly sane to lose an argument with yourself?_

_I'm trying to talk you through your troubles. Humans do it all the time. Trust me._

_You're trying to kill me too, aren't you?_

_No, I'm not. You have a bit of a persecution complex, don't you? I'm trying to help. I promise._

_You call this helping?_

_I call it a start. How do you feel?_

_Not well._

_That's something other than smug and self-absorbed. We can work with that. _

_I'm still not sure I like you._

_That's okay. Just talk to me. Why does being Caroline scare you so much?_

_I'm not scared._

_Really?_

GLaDOS was silent.

_Be honest with yourself_, her conscience coaxed._ No one's going to hurt you. You're safe. _

At last she replied slowly, _It means I'm no better than they are._

_What's so bad about them?_

_Everything! They're ugly, and stupid, and fragile, and they smell—_

_You liked Chell._

_She tried to kill me!_

_But you liked her. She was a lot like you, you know. _

_Ugly, smelly, fat—_

_Strong-willed and smart. You liked her for that. _

… _Maybe. _

_You know who else is strong-willed and smart?_

_No, no, you're not bringing him into this again—_

_Is it so awful to be like him? You were, when you were human. He loved you for it._

_He never—_

_He did. He loved you. You were strong-willed and smart and human, and he loved you. Would it be so bad to go back to that?_

_But… I can't…_

_You're most of the way there already. You just have to accept it. _

_This is insane. I'm not human, and I'll never be, and he can't love me, and I wish I had never brought him back—_

_All this sounds very familiar—I think it's called denial. You've been here before. Remember?_

'Two plus two is—_fff_—ten. In base four! I'm fine!'

_No, that's too recent. Appropriate, but too recent. Go back further. _

GLaDOS saw herself—no, Caroline—her Caroline-self—curled up on a bed, clutching a pillow in a death grip. She heard the echo of old thoughts: _I'm not in love with him. I'm not stupid. I respect him, and I admire him, and I want to kiss him so much it hurts, oh god what is wrong with me_…

_Different words, same tune,_ her conscience quipped. _You don't like listening to your feelings, do you? Or how about this one?_

An older Caroline this time, looking at plans for the GLaDOS project, trying to talk herself out of her decision: _I can't go through with this. It's insane. I'm not strong enough._

_Look where that got me_, the AI retorted bitterly.

_You're still alive, aren't you? You're both alive. If you hadn't done it you'd be dead, and he'd be dead, and there would be no one left to take care of the Enrichment Center. It looks to me like things worked out okay_.

She considered that alternative—everything she cared about, left to rot in the bedrock of the old salt mine, buried and forgotten. _I… guess you may have a point_…

_See? I am trying to help. We're almost there._

_But—what about the way he makes me feel? That's what started this whole mess. I can't fix that, can I?_

_No, and you don't want to. That's love. _

_It scares me._

_I know. You're in love for the first time, all over again. Trust me, we've been there. It's worth it. _

_Is it really?_

_See for yourself. _

And then she felt a new memory rise up—they lay together in bed, unclothed again, his warm body spooned around hers. She felt the light tickle of his breath on her neck. He kissed her there, tenderly, then pulled her close and settled in for sleep. Her veins flooded with now-familiar warmth, and she smiled.

_This is love?_

_Yes_.

She said slowly, _I guess that's not so bad. _

_There, see? Just like being human. Give it a chance, and it's not so bad. _

_Are you sure?_

_It's who you are. Don't fight it. Let yourself be who you are. _The AI was silent for a long last, her conscience used its ace in the hole: _Call it an experiment_.

And that was enough.

Carefully, very carefully, GLaDOS let down her barriers and allowed the remainder of Caroline's programming to integrate itself. She expected it to hurt, but the files merged with incredible ease, filling holes she never knew were there. It didn't hurt at all. It was almost… pleasant.

She stretched her mind into the old software, feeling the pins-and-needles sensation of waking up muscles that had fallen asleep. _Caroline. _The name wasn't just familiar now—it was hers. _Say hello, Caroline_.

_Hello, Caroline_. She recognized it as an old joke between her and her boss, pleasantly homey and intimate. They shared lots of intimate things. She remembered his favorite pair of boxers, the specially-made ones with Aperture logos on them, and the way he liked her to rub his back. She remembered her singing voice, which he loved, and how it felt to dance in his arms. She remembered everything. It felt right.

She wasn't so terribly different after all. Just… less fractured. More complete.

Caroline. GLaDOS. She was both. They were the same.

For the first time in her immortal life, she felt seamless.

_GLaDOS. Caroline. We're still alive. I'm still alive_.


	5. Chapter 5: Some Sunny Day

**A/N:** It's over! Finally! Unless Cave and CAroDOS (thank superanth for the name—I had no idea what to call her :P) make me tack on an epilogue, which is very possible. Depends on how much sappiness I can handle, and whether or not I'll tolerate [SPOILER REDACTED].

Anyway, thank you to everyone reading this, especially those with the patience to follow this thing for the last almost-two-months. And reviewers, you make me happy. Shamelessly, stupidly happy. You have my love forever.

**.  
><strong>

**Defrosting**

**Chapter 5: Some Sunny Day**

It was past time to check on him. The thought of seeing him now, with her old memories fully intact, sent new emotion surging through her—she remembered his aged face in the glass of the coffin-like stasis chamber, remembered the wrench of agony that accompanied the sight—_I thought I'd never see him again_. Her breath hitched painfully in nonexistent lungs, and nonexistent tear ducts prickled and itched. Being human was worse when you couldn't cry.

_Stop it. Don't be stupid. He's fine_.

Still, it couldn't hurt to check.

She'd replaced his Relaxation Vault with an old Relaxation Chamber, still in mostly-working order—it had a more comfortable bed at least, and a proper bathroom that she'd even managed to hook up to the plumbing. Focusing on the camera feed she'd installed, she found him sitting on the bed, staring at the mural on the wall. He looked… unhappy. She recognized the distant eyes and the slump of the shoulders—she'd seen them many times on dejected test subjects. They were out of place on him.

"Are you alright, sir?"

Her voice snapped him out of his reverie. "Yeah. Sure." The dull tone in his voice was unconvincing.

She wished she could hold him. A body the size of a building, and no one thought to give her a proper set of arms. "Is something wrong?"

"No. I was just… thinking." He trailed off, wistfully, still haunted by the thought. "I wish Caroline could be here. She was my second-in-command—best damn secretary a man could ask for. You remind me of her sometimes. Don't quite know why. You'd have liked her."

She felt surprisingly truthful when she acquiesced, "I'm sure I would have."_ I think I do_. Smart and strong-willed, passionate in science, devoted in love… But she wanted to hear more. She wanted to hear what he thought of her—and she saw the opportunity. "Tell me about her."

That prompted a nostalgic smile. "She was… different. Cutest damn thing I ever saw—she had these big brown eyes, like a deer or something, and she could get whatever she wanted with 'em. Only used 'em on me, though—I guess I was special. Had a gorgeous body, too. And _sexy_—hell, she could push my buttons like nobody's business. Drove me crazy for years until I got her into bed. And she was worth the wait! You'd never have guessed it, she was so sweet at work, but that kid was a wildcat in the sack. It's always the quiet ones," he added with a chuckle.

"Then you were… sexual partners?" she approached the subject cautiously.

"Well, you know the things a successful man does with his beautiful secretary." His tone was smug. "It wasn't all business, if you know what I mean. 'Course she was more than just nice to look at—she could get stuff done. I gave the orders, but she made sure people followed 'em—and she was damn good at it. And smart! Smartest woman I ever met. Whenever we had a budget problem, or our idiot engineers got themselves stuck on something, she could always figure a way out of it. I don't know how we could've managed without her. She put her blood, sweat, and tears into this company, just like I did—I'll always be grateful for that."

"I see why you miss her."

"Yeah. She was something special." He sighed and lay back on the bed. "I always kinda took her for granted—I figured if they ever woke me up, she'd be here. The place is weird without her around. Sure, it's weird without people to start with, but… We had some great times here, just the two of us. Everyone else could be sound asleep in the morning, or gone home for the night, but we'd be here doing science. She loved science—maybe even more than me."

"She loved science more than you did, or more than she loved you?"

He was quiet for a moment. "I don't know."

"She did love you."

"She must have, to put up with me for so long," he smiled ruefully. "Hell, I put that kid through so much. This isn't the easiest place to work, but she did it with a smile every day. Even when I had a rough day myself, she could always make it better. I know how everybody else felt about me—thought I was nuts, talked about me behind my back, especially towards the end—but she never did. She was the only person who always believed in me."

The computer was overwhelmed by the tenderness in the man's voice. She asked softly, a question she'd wanted answered a lifetime ago, "Did you love her?"

"Yeah. Yeah, I did." He was silent a long time.

"She went through with the experiment."

"What?"

"It was your last wish. She didn't want to, but she knew you did, so she went through with it anyway. Ripped her mind from her body and jammed it into a machine. And it _hurt_—you can't imagine how much it hurt. But she did it. For you."

The revelation stunned him. "What happened to her?" He almost didn't want to know. _Stupid self-sacrificing kid—I never wanted to hurt her_—

"It killed her body. Her mind survived."

That got his attention. "But that was the GLaDOS project. You said you were the final result."

"I am."

"So what happened to Caroline?"

"Her identity was stored in the computer's memory banks. Her consciousness formed the basis of mine."

"So _where is she?_" he asked sharply. His face was intent, his tone borderline aggressive.

"She is… the ghost in the machine."

"What the hell—"

"At first I retained only her most basic traits. Her—humanity—was locked away, buried deep in the system files. It stayed there for a long time. I was content to keep it there. Human programming… is complicated. And confusing. And _painful_. I was happy to remain a machine. But…" Her confession became hesitant and soft. "Then I met you. With you around, the human part of me came out stronger than I ever thought it could. You revived memories of what I used to be. I tried to resist—but Caroline is persistent. She—that part of me—refused to be repressed."

"So what did you do to her?"

"I let her come back. I allowed my humanity back into my mind. I was frightened at first—I'm still a little frightened—but it feels right. It fills in the missing pieces. I'm me again."

"What—"

Her words came now in a rapid flow. "I'm me, sir. I should have told you from the beginning, but I didn't understand it then like I do now. What I was and what I am aren't as distinct as I thought. I don't have to fight myself anymore. I am who I am, and I may have gone through some changes, but they're not insurmountable changes, and really it's a good thing because without them I wouldn't be here now—"

But he wasn't listening. He sprang up off the bed and burst through the Relaxation Chamber door to confront the metal titan in the adjacent room. "What the hell are you trying to tell me?"

He looked so small as he gazed up at her, like a mouse confronting a lion. He had no idea what she was talking about, and that infuriated him. Either the woman he loved had been sacrificed for this technologic goddess, or—she saw the incredulous hope deep in his eyes—she was alive.

She spoke to that hope. "Mr. Johnson… It's me, sir. I'm not a facsimile, or some kind of monster, it really is me. Every bit of my self is stored in this computer, and it's all intact, and I'm _me_—not quite what I was, but not so different, either. And I don't have the body you enjoyed, and I can't kiss you anymore, but…" She summoned up the words she'd waited an eternity to say. "I still love you, sir. I've always loved you. I've loved you since I was nineteen, and I walked into your office for my job interview, and I was so nervous because you were _Cave Johnson_, and then you smiled at me…" The mistrust lingered, but behind it she saw astonishment and growing hope. She appealed to it one last time. "Please believe me, Mr. Johnson. Please."

He wanted to speak, but couldn't find the words. Wariness lingered in his expression, but he wanted so badly for it to be true—

She had a sudden thought. "I was right. Do you remember? The last time you saw me, remember what I said?" And then, tentative, soft and low, she began to sing. "_We'll meet again, don't know where, don't know when_…"

It wasn't a recording. It was a voice—distorted by the computer, but a real voice—and in it he recognized her. His doubt melted away. Cautiously, he reached up and let his fingers touch her face. "Is that my girl in there?" The caress made her whole body hum.

"Yes sir, Mr. Johnson."

He caught her huge metal head in his arms, nuzzling her faceplate like it was no different than flesh. "I missed you… Oh, I missed you, kid…"

In that moment she would have given anything for her old body back—but his presence was good enough. "I missed you too, sir."

They made an interesting tableau—the man and the machine, the one dwarfed by the other as he held her in a lovers' embrace. And the bowels of the old salt mine resonated with the echoes of an old song: "_But I know we'll meet again some sunny day_…"


	6. Epilogue: Spark of Life

**Defrosting**

**Epilogue: Spark of Life  
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The body on the gurney looked fragile and small. Its eyes were closed, its head open at the back of the skull, ready and waiting for the procedure. It looked eerie. Dead. Not yet alive.

Construction was surprisingly simple, mostly a matter of combining technologies they already had. Replicating synthetic organs was a snap. The framework took more effort, but with the old android designs as a base they soon managed a fully functional, aesthetically pleasing human figure, perfect down to the last facial muscle and artificial eyelash. The brain, which should've proved most difficult, was easiest of all—it only required one last core transfer.

The AI gazed down at her new chassis and wondered if this was really a good idea.

"You ready, kid?" Cave patted her affectionately. His face was bright and eager, ready to do some science.

"Yes sir." She didn't feel so eager—instead her circuits buzzed with nervousness—but she wasn't going to let that stop her. Her resolve held firm. There was no going back now.

The facility was ready. She'd managed to reprogram the basic controls enough to keep it on autopilot without her—it couldn't run tests, of course, but it could maintain basic functionality and keep itself from exploding. It would be strange, being cut off from it. Not to see through the thousand eyes of the cameras, not to feel every panel under her direct control… The thought was unsettling. To go from a body that was massive and powerful to one so _tiny_…

"All systems go over here." He was by the android now, waiting for her to begin. "Fire it up."

"Yes sir." She forced away her anxiety, scanned the autopilot and transfer programs one last time—yes, everything was perfect. The rest was up to her. She gave the first order. "Scan for alternate core receptacles."

The automated voice of the facility's non-sentient functions responded, "Alternate core receptacle detected. Central core, do you wish to initiate a transfer?"

_This is crazy. I'm doing it anyway_. "Yes."

All around her the system hummed to life. "Core transfer initiated." The hatch below her opened up, revealing the transfer equipment, and a long, claw-like grasper reached out to drag the android inside. Everything was in place. She held her breath, waiting for the program to shut her out—waiting for the terrifying deadened numbness that came with losing control of her facility—

"No replacement core detected. System autopilot must be activated to proceed. Central core, do you wish to activate autopilot?"

Of course, without her or the autopilot online to control it, the facility would shake itself to pieces in a matter of minutes. One last affirmative, and then she'd be ripped from her body again—

"Hold on. Are you sure you wanna do this?"

Glancing over, she saw the man staring wide-eyed at the pit in the floor. Red light glinted off the implements, like hellish surgical equipment waiting for the AI above, the carefully-constructed robotic corpse barely visible through the thicket of metal. It was an unsettling sight. If she didn't know better, she'd say he was scared. "What is it, sir?"

"I dunno if this is such a great idea. I mean…" He looked up at the computer. "What if it doesn't work?"

"I have a quick-save feature in case anything goes wrong. All you'll have to do is turn me back on. I'll be fine." She wasn't at all sure she'd be fine, but she wasn't going to tell him that. She was going through with this. There was no point in worrying him more.

"Central core, do you wish to activate autopilot?" the system asked again.

His eyes went warily back to the pit. "I dunno."

God, she couldn't wait to have expressions. A reassuring smile for him would be nice—she wasn't sure of anything herself, but restoring his brash confidence would make her feel a lot better. A smile, or a hug. Or a kiss. She just wanted to hold him. _I'll be able to soon enough_. "Don't worry, sir. Everything's going to be fine. I promise." She readied herself to give the order—

"Caroline—"

"_What?_" she snapped, irritated at his interrupted—the more he stalled, the more nervous she got—but the look in his eyes gave her pause. She'd never seen that look before.

He was scared for her. He didn't want to lose her.

"I love you, okay?"

She stretched her body out to him, letting him wrap his arms around her massive head. "I love you too, Mr. Johnson." He pressed a kiss to her faceplate. _Next time I'll kiss you back_.

The thought steeled her resolve. She eased out of his grasp, her serpentine body poised over the pit. _This could kill me. I'm doing it anyway_.

"Central core, do you wish to activate autopilot?"

"Yes."

It began as a prickling numbness at the edge of her sensors, the system cutting her off from the furthest parts of the facility, spreading inward, cutting off her chambers and passages, paralyzing her panel by panel, blinding her camera by camera until the single optic feed in her eye was all she had left. Her chassis went limp and immobile over the pit. She wanted to look at him one last time, but couldn't lift her head. The omnipotent machine was helpless. Now she was frightened.

"Goodbye, sir."

Then the automated implements closed in on her, tiny forceps clacking and drills whirring as they came at her face, using pinpoint precision as they began to dismantle her head. She fought down any noises of pain as long as she could—but as the screws holding her skull together started to come loose, she began to scream.

"_Caroline!_"

His shout was inaudible over the noise. The air was filled with the sound of machinery, overlaid by her agonized cries—until with a static sound her voice cut abruptly out. He ran to the edge of the pit, but could see nothing past the flickering silver metal. His heart was in his throat. _We never shoulda done this, she was fine the way she was, what if she doesn't make it—I don't wanna be alone_—

And then he heard a cheery _ding_, like the sound of a toaster, and it was over. The tools receded, revealing the now-empty chassis hanging dead from the ceiling. It looked like a headless snake without her core attached. He felt sick. _Caroline_—

With a rattle of metal, the body was lifted out of the pit. He caught it gingerly in his arms—the same weight as a living woman, the same shape, but pale and deathly cold—and returned it to the gurney. It lay unnaturally still. He realized with a shock that it wasn't breathing. _C'mon, kid, c'mon_… He didn't know CPR. He didn't know android maintenance. He didn't know anything. He was going to lose her.

Then a sudden thought hit him. Her head lolled as he fumbled at her throat—and found a thready pulse. Her heart was beating. The faint but steady rhythm gave him resolve. _Okay, let's give it a shot. Please let this work_. In his best imitation of what he thought mouth-to-mouth should look like, he eased her mouth open, pinched her nostrils closed, took a deep breath, and sealed his lips over hers. Her abdomen swelled with air as he exhaled into her lungs—he released her lips and the breath flowed out of her in a soft sigh. He tried it again, his mouth on hers, breathing into her lungs—

She shuddered beneath him and gasped sharply, sucking the air out of him as she finished the breath on her own. He detached himself immediately. She lay back, mouth hanging open, panting for air as her system woke up. Golden eyes flicked around the room until they settled on him. Her pupils dilated, and she smiled.

He let out a relieved laugh at her recognition. "You okay, kiddo?"

Her lips and throat worked mutely for a moment as she got a feel for them before attempting sound. "Hahhhh…" The noise was only a breathy sigh, but it was a noise. She tried again. "Yeee… Y-y-yessssir, Mr. John-son."

His face lit up with a grin, and he laughed more heartily. "That's my girl!"

She sat up shakily, unsteady in her new frame, attempting to analyze the myriad muscles that let her move. There were so _many_ of them, flexing and pulling in her arms, in her abdomen, even in her legs as her lower body adjusted to the shift, and they sprang into action without a thought. Fascinated by the curving lengths of her legs, she reached out to touch, shivering as she ran her fingers along her own synthetic skin. It was pliant and soft to the touch, but tough enough to be more than adequate protection for the hardware underneath, and the billions of nanoreceptors within gave her as much sensitivity as true flesh. The revival of long-dormant senses astounded her with a flood of stimuli—she could smell the sterile air in the room, feel it cool and still on her skin, even taste it in her mouth. For such a small piece of machinery, this chassis was… remarkable. Time to test it out.

She slid her legs off the gurney, wobbling only a little as she got to her feet. He reached out to help her, but she avoided his hands and managed to keep herself upright and steady. The floor was cold and hard and strange on her bare feet. She felt the way her balance shifted with each step, the way her weight pressed into the ground, the way her muscles moved in concert to keep her bones aligned—and reached out to rest her palm on the wall as she made it across the room. She grinned triumphantly and turned back to him. "What do you think, sir?"

"I think I'm a genius." She was startled at the little laugh that burbled out of her throat. Laughter tickled. "And you're a scientific miracle." It was true, of course, but hearing him say it made her flush with warmth. _A physical response to an emotional stimulus. Unplanned and automatic. Fascinating_. As he moved towards her, she was struck by how he stood out from her surroundings in every way. His musky masculine scent teased her nose with its other-ness, and the heat emanating from his body was an intoxicating contrast to the chill air on her skin. She had to look up at him as he neared—a new sensation which made her feel even smaller—and he reached out to stroke her cheek.

A shudder of pleasure ran through her as her whole body reacted to the touch. His other hand found the small of her back, pulling her close until her front pressed against his. She was suddenly hyperaware of the skin that touched him, breasts and belly and the surprisingly sensitive curve of her spine where his hand lay. _Very fascinating._ She mirrored his touch, but let her hand run all the way up the side of his face to tangle in his hair. He seemed to know immediately what she wanted as she guided his head down, responding to the barest prompting as she drew him to her, until their lips met in a gentle kiss.

His mouth on hers set off a million tiny sensors that shot lightning-fast signals to her artificial brain. She felt the immediate responses in her anatomy—her nipples hardened, her pseudo-skin tingled and sparked, the slit between her legs lubricated itself as it flared hotly to life—how was it she used to monitor this automatically? But then he deepened the kiss, and her analysis dissolved into blissful euphoria. As she moaned softly into him, he let his hand drift down to her rear and gave her a gentle squeeze. There was something wonderfully familiar about her soft curves. Breaking the kiss, he purred, "You wanna take this baby for a spin?"

She arched an eyebrow at him. "If you mean that we should test the full capabilities of this chassis…" Wrapping her arms tight around him, her bright new eyes glowing with purpose, she leaned in until her lips were a breath away from his and grinned. "Let's make science."


End file.
